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As filed with the Securities and Exchange Commission on May 6, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PAYLESS CASHWAYS, INC.
(Exact name of Registrant as specified in its charter)
Iowa 42-0945849
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Two Pershing Square, 2300 Main Street
Kansas City, Missouri 64108
(Address, including zip code, of Registrant's principal executive offices)
PAYLESS CASHWAYS, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS
(Full Title of the Plan)
David Stanley
Chairman of the Board and Chief Executive Officer
Payless Cashways, Inc.
Two Pershing Square, 2300 Main Street
Kansas City, Missouri 64108
(816) 234-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
(Cover page continued on next page)
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(Cover page continued from preceding page)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Amount maximum maximum Amount
Title of securities to be offering price aggregate of
to be registered registered per share offering price registration
fee
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<S> <C> <C> <C> <C>
Common Stock, 250,000 shares (1) $4.125 $1,031,250 $355.60
par value $.01
per share
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</TABLE>
(1) To be sold pursuant to the Payless Cashways, Inc. Deferred Compensation
Plan for Directors (the "Plan").
(2) Pursuant to Rule 457(h)(1), the aggregate offering price and the amount
of the registration fee is computed based on the price of $ per share,
the average of the high and low prices of the Registrant's Common Stock
on the New York Stock Exchange on May 1, 1996, and assuming that
250,000 shares is the maximum number of the Registrant's securities
issuable under the Plan that are covered by the Registration Statement.
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EXPLANATORY NOTE
As permitted by the rules of the Securities and
Exchange Commission (the "Commission"), this
Registration Statement omits the information
specified in Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Payless Cashways,
Inc. (the "Company") (File No. 1-8210) are incorporated in this Registration
Statement on Form S-8 (the "Registration Statement") by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended November 25, 1995;
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended February 24, 1996; and
3. The description of the Company's Common Stock set forth in
Form 8-A Registration Statement dated February 11, 1993.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
filing of such documents.
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article IX of the Restated Articles of Incorporation of the Company
states that directors of the Company shall not be liable for monetary damages
for breach of fiduciary duty, except directors will remain liable for damages
for (i) a breach of their duty of loyalty to the Company or its shareholders;
(ii) acts or omissions not in good faith or which involve intentional misconduct
or knowing violation of law; (iii) any transaction from which the director
derived an improper personal benefit; or (iv) violation of Section 490.833 of
the Iowa Business Corporation Act, involving unlawful distributions. Article X
of the Restated Articles of Incorporation of the Company also provides that the
Company shall indemnify and advance expenses to each person who serves as an
officer or director of the Company or who serves in similar capacities in
another enterprise at the request of the Company ("Eligible Person") to the
fullest extent permitted by Iowa law.
Under current Iowa law, the Company would be required under Article X
(i) to indemnify an Eligible Person for all reasonable expenses of litigation or
other legal proceedings when the person successfully defends an action brought
against him or her by reason of his/her other service, (ii) to indemnify an
Eligible Person for the expenses, judgments, fines and amounts paid in
settlement of litigation (other than an action by or in the right of the
Company, which hereinafter will be referred to as a "derivative action"), even
if the person is not successful if he or she acted in good faith, reasonably
believed that the conduct was in the best interests of the Company and is not
adjudged liable for improperly receiving a personal benefit (and, if a criminal
action, had no reasonable cause to believe the
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conduct was unlawful), (iii) to indemnify an Eligible Person for reasonable
expenses of a derivative action (but not damages or amounts paid in settlement),
if the person acted in good faith, reasonably believed that the conduct was in
the best interests of the Company and is not adjudged liable for improperly
receiving a personal benefit (and, if a criminal action, had no reasonable cause
to believe the conduct was unlawful), (iv) to indemnify an Eligible Person,
